UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~UNDER THE ~~the month~~SECURITIES ofEXCHANGE ~~February 2024~~ACT OF 1934

For the month of October 2024

Commission File Number: 001-41407

TOP FINANCIAL GROUP LIMITED ~~(Translation of registrant’s name into English)~~

~~118 Connaught Road West Room 1101 Hong Kong~~ (~~Address~~ Translation of ~~principal~~registrant’s ~~executive~~name ~~office~~into English)

118 Connaught Road West

Room 1101

Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

On December ~~February 14~~20, ~~2024~~2023, ~~pursuant to a securities purchase agreement (~~the ~~“Purchase~~shareholders ~~Agreement”)~~of ~~with~~TOP ~~an investor, Top~~ Financial Group Limited (the “Company”~~, “we”, “us” or “our”~~) ~~closed~~passed a ~~registered~~resolution ~~direct~~to ~~offering~~authorize (the ~~“Registered Offering”) for the sale of (a)~~board ~~2,000,000 shares~~ of ~~Ordinary~~directors ~~Shares, par value $0.001~~ of the Company (the “~~Shares~~Board”) ~~and (b) registered warrants (the “Registered Warrants”)~~ to ~~purchase an aggregate of up to 2~~,~~000,000~~ ~~shares~~at ofits ~~Ordinary~~discretion ~~Shares~~without ~~(the~~further ~~“Registered~~approval ~~Warrant Shares”) with a term~~ of ~~3 months, exercisable immediately upon issuance, at an exercise price of $2.75 per share, subject to adjustments thereunder, subject to adjustments thereunder, including a reduction in~~ the ~~exercise price~~shareholders, inadopt ~~the event of~~ a ~~subsequent offering at a price less~~dual-class ~~than~~share ~~the~~capital ~~then~~structure ~~current exercise price, to the same price as the price in such offering.~~and:

~~The~~(a) reclassify all ordinary shares of the Company ~~received~~issued ~~gross~~and ~~proceeds~~outstanding into class A ordinary shares of the Company with a par value of US$~~5,000,000 from~~0.001 each (the ~~Registered~~“Class ~~Offering,~~A ~~before~~Ordinary ~~deducting~~Shares”) ~~placement~~with ~~agent~~one ~~fees~~(1) vote per share and with other ~~offering~~rights ~~expenses.~~attached ~~The~~to ~~Company~~such ~~intends~~shares toas ~~use~~set forth in the ~~net~~second ~~proceeds from~~amended ~~this~~and ~~Registered~~restated ~~Offering~~memorandum ~~for~~and ~~working~~articles ~~capital~~of ~~and~~association ~~general~~of ~~business~~the ~~purposes.~~Company (the “M&A”) on a one for one basis;

~~As previously disclosed in the Company’s current report on Form 6-K filed on February 13, 2024 with the U.S. Securities and Exchange Commission~~ (~~the “SEC”~~b), ~~the~~redesignate ~~Shares~~10, ~~the~~000,000 ~~Registered~~authorized ~~Warrants~~but ~~and~~unissued ~~the~~ordinary ~~Registered~~shares ~~Warrant~~of ~~Shares were registered under~~ the ~~Securities~~Company ~~Act of 1933~~into10, ~~as amended (the “Securities Act”)~~000,000 ~~pursuant~~class toB aordinary ~~prospectus~~shares ~~supplement~~of to the Company’s ~~currently~~with ~~effective~~a ~~registration~~par ~~statement~~value onof ~~Form~~US$0.001 ~~F-3~~each (~~File~~the ~~No. 333-273066),~~“Class ~~which~~B ~~was~~Ordinary ~~initially~~Shares”) ~~filed~~ with ~~the~~fifty ~~U.S. Securities and Exchange Commission~~ (~~the “SEC”~~50) onvotes ~~June~~per ~~30,~~share ~~2023,~~ and ~~declared~~ ~~effective~~with onother ~~September~~rights ~~29,~~attached ~~2023~~to ~~(the~~it ~~“Shelf~~in ~~Registration Statement”). The Company filed~~ the ~~prospectus~~M&A ~~supplement to~~on ~~the~~a ~~Shelf~~one ~~Registration~~for ~~Statement~~one ~~with~~basis; ~~the SEC on February 13, 2024.~~and

~~The Registered Offering was conducted pursuant to a placement agency agreement, dated February 11, 2024~~ (~~the “Placement Agency Agreement”~~c), ~~between the~~redesignate ~~Company and Univest Securities, LLC (~~the ~~“Placement~~remaining ~~Agent”).~~authorized ~~The~~but ~~Company~~unissued ~~paid~~ordinary ~~the~~shares ~~Placement Agent a total cash fee~~ of ~~equal~~ tothe ~~$500,000,~~Company ~~including~~into ~~$350,000~~Class inA ~~commission~~Ordinary ~~which~~Shares ~~was~~on ~~equal~~a toone ~~seven~~for ~~percent~~one ~~(7.0%) of the aggregate gross proceeds raised in this Offering and $150~~basis,~~000 in accountable expenses.~~

(the “Reclassification and Redesignation”).

On October 3, 2024, the Board of the Company has approved the Reclassification and Redesignation, and the dual-class share capital structure was effective immediately.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 14, 2024	TOP Financial Group Limited
Date: October 18, 2024	TOP FINANCIAL GROUP LIMITED
	By:	/s/ Ka Fai Yuen
	Name:	Ka Fai Yuen
	Title:	Chief Executive Officer

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